Borrower Agreement and Limited Power of Attorney
Our Borrower Agreement governs your request for a loan and related services.
Last updated August 31, 2020.
This Borrower Agreement (this “Agreement”) is made and entered into between you and Ladder Labs Corp. (“Ladder”).
Ladder operates an online credit platform through the website withladder.com, including related subdomains and other channels (the “Platform”). Among other things, Ladder offers access to unsecured personal loans in the form of the promissory note attached hereto as Exhibit A (the “Promissory Note”). All loans originated through the Platform are made by Ladder. Ladder services all loans made through the Platform, but has engaged certain third parties to act as agents of Ladder in the performance of such servicing. The following Agreement describes those services as well as your rights and obligations should you make a request for a loan on the Platform. Except for Section 20, when used in this Agreement “we”, “us” or “our” refers to Ladder.
BY ELECTRONICALLY SIGNING THIS AGREEMENT, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS SET OUT BELOW.
You can request to have an installment loan funded and originated by us through the Platform. You may not request more than one loan through the Platform at a time and you may not have more than one loan outstanding at any given time.
No later than thirty (30) days after your application is complete, we will tell you if your loan is approved and will issue your loan, or is declined, or if we are making you a counter-offer. It may take up to forty-five (45) days to process and issue your loan. If at any point, you no longer want a loan under your pending loan request, you must notify us in writing of your election to terminate your loan request sufficiently far in advance of the loan closing for us to cancel the loan.
Your loan will have a principal balance in the amount set forth in the Truth in Lending disclosure and Promissory Note, each of which is provided to you electronically. You agree and acknowledge that the initial loan disclosures made to you are estimates and are subject to change based on the actual, initial principal balance of the loan funded. All loans are unsecured, fully-amortizing, closed-end loans for the term stated in your Truth in Lending disclosure and Promissory Note. Your obligations, including your obligation to repay principal and interest, are set forth in the Promissory Note. Other fees and terms of the loan will also be set forth in the Promissory Note. All payments are to be applied to Borrower’s obligations as Lender determines in its sole discretion.
As a condition to receiving a loan from us, you must pay Ladder a non-refundable origination fee. The amount of the estimated origination fee is stated in the disclosures provided to you at the time you apply. The finally determined fee will be stated in your Truth in Lending disclosure. This fee will be paid to Ladder prior to the issuance of your loan. At the same time, Ladder may collect an additional payment as part of your tuition payment and forward such payment to your designated training provider.
You agree that you have requested a loan to be used solely for paying training that does not qualify as “postsecondary educational expenses” is defined in Bureau of Consumer Financial Protection Regulation Z, 12 C.F.R. 1026.46(b)(3). You further agree that you have authorized Ladder to disburse the proceeds of any loan you receive directly to your designed training program provider.
If you make a loan request, you must fully complete the application through the Platform. You do not need to disclose alimony, child support or separate maintenance income if you do not wish to have it considered as a basis for repaying a loan. You agree and acknowledge that we may verify any information you submit either by asking for true and complete copies of necessary documentation, by information provided through a third party, or by other proof. Additionally, by proceeding with the application, you consent to our use of any information provided by you or provided through any third party, for any lawful purpose, including but not limited to identity verification, fraud prevention and credit underwriting. Failure to timely provide information can result in your loan application being incomplete and closed by us. Furthermore, we may terminate consideration of your application at any time in our sole discretion.
By requesting a loan from Ladder, you authorize us or our agents, to obtain a credit report from one or more consumer credit reporting agencies.
We may use the credit report for any purpose that would be authorized by applicable law in connection with a credit transaction involving you and involving the extension of credit to you or review or collection of your account, including but not limited to (i) for authentication purposes, to make sure you are who you say you are; (ii) to make credit decisions; (iii) for internal modeling and analysis purposes; (iv) to administer the sale of your loan in its entirety; (v) to determine how much debt you currently have, in order to determine your debt-to-income ratio; (vi) to obtain your credit score and assign you a rating based in part on that score; and (vii) to obtain information and characteristics from your credit report from one or more consumer credit reporting agencies. You authorize us to verify information in your credit report and your loan request, and you agree that Ladder or its agents may contact third parties without further notice to you to verify any such information.
We may obtain your credit report each time you request a loan and at any other time in our sole discretion, including in connection with loan servicing or collection.
Under the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.), (i) you have a right to review any file maintained on you by a consumer reporting agency, (ii) your file is available for review at no charge on request made to the consumer reporting agency within thirty days after the date of the receipt of notice that credit has been denied, and your file is available for a minimal reporting charge at any other time; (iii) you have a right to dispute directly with your consumer reporting agency the completeness of accuracy of any item contained in a file on you maintained by that consumer reporting agency; (iv) no consumer reporting agency may make any consumer report containing any adverse item of information dating from more than seven (7) years before the report; (v) ACCURATE INFORMATION CANNOT BE PERMANENTLY REMOVED FROM THE FILES OF A CONSUMER REPORTING AGENCY; and (vi) non-profit organizations which provide credit and debt counseling service are available.
Ladder does not warrant or guarantees that you will receive a loan as a result of submitting a loan request.
You are not authorized or permitted to use the Ladder website to obtain, or attempt to obtain, a loan for the purpose of (i) buying, carrying or trading in securities or for the purpose of buying or carrying any part of an investment contract security, (ii) paying for postsecondary educational expenses (i.e., tuition, fees, required equipment or supplies, or room and board) at an educational institution, as the term “postsecondary educational expenses” is defined in Bureau of Consumer Financial Protection Regulation Z, 12 C.F.R. 1026.46(b)(3), or (iii) engaging in any illegal activity or gambling, and you warrant, represent and agree that you will not use the proceeds of any loan for such purposes.
We may in our sole discretion, with or without cause and with or without notice, restrict your access to the Ladder website or Platform.
As a condition to receiving a loan from us, you hereby grant to Ladder a limited power of attorney (“Power of Attorney”) and appoint Ladder and/or its designees as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to:
- Complete and execute the Promissory Note(s) in the form attached as Exhibit A that reflects the accepted terms set forth in each of your final Truth in Lending Disclosure(s) as such may be delivered to you from time to time in response to your loan request(s);
- Agree to any changes necessary to correct any errors or omissions in any Promissory Note(s) before or after execution, provided that notice is given to you; and
- Otherwise act with full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such other powers above as fully to all intents and purposes as you might or could do in person.
This Power of Attorney is limited solely to the purpose described above and will expire automatically upon the termination of this Borrower Agreement. You may revoke this Power of Attorney by contacting us at [email protected]; provided, however, if a loan request has been approved you must provide such notice before the Promissory Note is executed on your behalf and the loan proceeds are disbursed to your training provider. Once the Promissory Note is signed by Ladder or its designee acting as your attorney-in-fact, it is deemed executed on your behalf and shall be your valid and binding obligation thereafter.
If you choose to revoke this Power of Attorney prior to execution, we will be unable to proceed with your loan request and your pending loan request will be considered withdrawn.
YOU AGREE AND ACKNOWLEDGE THAT YOU ARE NOT OBLIGATED UNDER THE TERMS OF THE PROMISSORY NOTE AND THE LOAN TRANSACTION WITH US IS NOT COMPLETED (I.E. CONSUMMATED) UNTIL YOUR ABILITY TO CANCEL YOUR LOAN APPLICATION HAS PASSED. YOU ACKNOWLEDGE THAT WE ARE MATERIALLY RELYING UPON THIS UNDERSTANDING IN UNDERTAKING THE POTENTIAL ISSUANCE OF YOUR LOAN.
You acknowledge and agree that Ladder will act as the servicer of any loan that you obtain. Ladder or its agents will act as the servicer for all loans you obtain through the Platform, and all communications regarding your loan must be made to Ladder or its agents. Ladder may also delegate all or part of servicing to another entity in its sole discretion without notice.
At the time you submit a loan request, you must provide your bank account information to facilitate electronic transfers of funds. You must be an owner of the deposit account you designate for electronic transfers of funds, with authority to direct that loan payments be made from the account. Your loan payments will be made by the payment method you choose.
In the event you do not make your loan payments on time, Ladder or any subsequent owner of the loan will have all remedies authorized or permitted by the Promissory Note and applicable law. In addition, if you fail to make timely payments on your loan, your loan may be referred to a collection agency for collection. Ladder or its agents may report loan payment delinquencies in excess of thirty (30) days to one or more credit reporting agencies in accordance with applicable law. See Section 22 below for additional important information.
Ladder has the right to change any term or provision of this Agreement or the Ladder Terms and Conditions. Ladder will give you notice of material changes to this Agreement, or the Ladder Terms and Conditions, in the manner set forth in Section 17 below. You authorize us to correct obvious clerical errors appearing in information you provide to us, without notice to you, although we expressly undertake no obligation to identify or correct such errors. This Agreement, along with the Ladder Terms and Conditions, represents the entire agreement between you and Ladder regarding your participation as a borrower on the Platform, and supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and Ladder with respect to your involvement as a borrower on the Platform.
All notices and other communications hereunder shall be given either by: (1) email to your email address most recently provided to Ladder; (2) deposit with U.S. mail or other nationally recognized courier, and shall be deemed to have been duly given and effective upon transmission or posting, or (3) any other means authorized by you. It is your responsibility to monitor these areas. You can contact us by sending an email to [email protected]. You agree to notify Ladder of of any updates to your email address, residence address, mailing address and telephone number.
Except for the representations contained in this Agreement, Ladder does not make any representations or warranties to you or any other party with regard to your use of the Platform, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose.
IN NO EVENT SHALL ANY PARTY TO THIS AGREEMENT BE LIABLE TO ANY OTHER PARTY FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY TO ANY OTHER PARTY REGARDING THE EFFECT THAT THE AGREEMENT MAY HAVE UPON THE FOREIGN, FEDERAL, STATE OR LOCAL TAX LIABILITY OF THE OTHER.
PLEASE READ THE FOLLOWING ARBITRATION PROVISION CAREFULLY.
UNLESS YOU REJECT THIS ARBITRATION PROVISION AS PROVIDED BELOW, NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT DISPUTE IN COURT, OR TO HAVE A JURY TRIAL ON THAT DISPUTE, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE RULES OF THE ARBITRATOR, OR TO BRING OR PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION OR REPRESENTATIVE ACTION.
Note: This Arbitration Provision does not apply to you if you are a Covered Borrower under the Military Lending Act and your Note is subject to the Military Lending Act.
The parties agree that the Note is a transaction involving interstate commerce and that this Arbitration Provision shall be governed by the Federal Arbitration Act. The arbitrator shall apply the applicable substantive law and applicable statutes of limitation consistent with the FAA and the terms of the Note.
The term “Dispute” means any action, dispute, claim, or controversy of any kind arising out of, in connection with or in any way related to the Note, including, without limitation, the origination, servicing, collection or reporting activities, or any other aspect whatsoever of any loan requested, offered or accepted under the Note. The term “Dispute” includes, without limitation: claims under federal or state consumer protection laws; claims in tort or contract; claims under statutes or common law; claims at law or in equity; other past, present or future claims, counterclaims, cross-claims, third party claims, interpleaders or otherwise; and any claim relating to the interpretation, applicability, enforceability or formation of this arbitration agreement, including, but not limited to, any claim that all or any part of this Arbitration Provision, except Section 20(f), is void, voidable or unconscionable.
Any Dispute between you and Ladder or its employees, agents, successors, or assigns shall, at your or our election (or the election of any such third party), be resolved exclusively by arbitration. For the purpose of this Section 20, “we”, “us” and “our” mean Ladder Labs Corp. and its respective parents, subsidiaries, affiliates, predecessors, successors, and assigns, as well as the officers, directors, and employees of each of them.
Unless otherwise agreed to in writing, the arbitration, including the selection of the arbitrator, will be administered by JAMS under its Streamlined Arbitration Rules (the “Rules”). The arbitration will be held within the federal judicial district in which you reside. Within thirty (30) days of the commencement of the arbitration the parties will agree on a single neutral arbitrator to conduct the arbitration. In the event that the parties are not able to agree on an arbitrator within 30 days, one will be selected by JAMS. In the event that JAMS is not available to administer the arbitration, either party may petition a court with jurisdiction to appoint an arbitrator. Either party may initiate the arbitration process by filing the necessary forms with JAMS. To learn more about arbitration, or to obtain a copy of the Rules, you can call JAMS at 1-800-352-5267 or review the materials on their website at jamsadr.com. In the case of a conflict between the Rules and this Arbitration Provision, this Arbitration Provision shall control.
If you initiate the arbitration, you will be required to pay the first one hundred seventy-five dollars ($175) of any filing fee. Ladder will pay any filing fees in excess of one hundred seventy-five dollars ($175) and Ladder will pay all of the arbitration fees and costs. If Ladder initiates the arbitration, we will pay all of the filing fees and all of the arbitration fees and costs. Each party will each bear its own attorney’s fees and costs except that you are entitled to recover your attorneys’ fees and costs if you prevail in the arbitration and the award you receive from the arbitrator is higher than the last written settlement offer provided by Ladder, or if the arbitrator awards you recovery of your attorney’s fees and costs.
Any Dispute is to be arbitrated on an individual basis and not as a class action, and each party agrees to give up any right we may have to bring a class action lawsuit or class arbitration, or to participate in a class action or class arbitration brought by another. You and Ladder agree to give up any right to consolidate or join any arbitration proceeding with the arbitration of others. You and Ladder give up the right to serve as a private attorney general, or to seek a public injunction, in any arbitration. You and Ladder agree that the waiver of rights contained in this paragraph are necessary to ensure that any Dispute is arbitrated in an informal and expedited fashion, and that the exercise of any such rights would be contrary to the parties’ intention to resolve Disputes informally and expeditiously. You and Ladder further agree that if a court or arbitrator decides this Section 20(f) is void or unenforceable, this Arbitration Provision shall be void and without effect.
You and Ladder waive any right to seek or recover punitive and/or exemplary damages in any Dispute. No arbitrator shall have the power or authority to award punitive and/or exemplary damages. You and Ladder waive any right to seek to change or alter the terms of this Note or to any award that would extend to any transaction other than mine.
Notwithstanding this Arbitration Provision, you and Ladder retain the right to seek provisional remedies from a court, pending final determination of the Dispute by the arbitrator. Neither you nor Ladder waive the right to elect arbitration of a Dispute by seeking or obtaining provisional remedies from a court.
If it is determined that any paragraph or provision in this Arbitration Provision is illegal, invalid, or unenforceable, such illegality, invalidity or unenforceability shall not affect the other paragraphs and provisions of this Arbitration Provision. The remainder of this Arbitration Provision shall continue in full force and effect as if the severed paragraph or provision had not been included. Notwithstanding this severability provision, if a court of competent jurisdiction determines Section 20(f) to be void, illegal, invalid, or unenforceable, the Parties agree that Section 20(f) shall not be severed and that this Arbitration Provision shall be void in its entirety.
This Arbitration Provision will survive and continue in full force and effect notwithstanding cancellation, termination, amendment, payment in full, discharge in bankruptcy, or other expiration or conclusion of the Note or any other contract or transaction between you and Ladder, unless otherwise agreed in writing. In addition, you understand and acknowledge that the rights and responsibilities afforded to Ladder under this Arbitration Provision survive any assignment of the Note by Ladder and that Ladder can enforce this Arbitration Provision in the event a Dispute arises after the assignment of the Note.
You may opt out of this Arbitration Provision for all purposes by sending a written notice to Ladder that lists your name, address and account number and states that you are opting out of the Arbitration Provision. Such notice is only effective if it is signed by the borrower, it is post-marked within 30 days of your acceptance of the terms of your Promissory Note, and is addressed to Ladder Labs Corp. 2010 El Camino Real, Suite 2030, Santa Clara, CA 95050, Attn: Arbitration Opt-Out. This is the only way you may reject the provisions of this Section 20.
When you give us your home and/or mobile phone number, we have your permission to contact you at that number or numbers, and any other number we believe we may reach you through (unless prohibited by applicable law), about your Ladder accounts. Your consent allows us to use text messaging, artificial or prerecorded voice messages and automatic dialing technology, for all purposes not prohibited by applicable law. Message and data rates may apply. You may revoke this consent at any time by contacting Ladder by emailing us at [email protected]. We may also send an email to any address where we reasonably believe we can contact you. Some of the purposes for calls and messages include: suspected fraud or identity theft; obtaining information; transactions on or servicing of your account; and collecting on your account. Our rights under this Section 22 extend to our affiliates, subsidiaries, parents, agents, vendors, and anyone so affiliated with the owner of any promissory note evidencing a loan you obtain. You agree to notify Ladder of any updates to your email address, residence address, mailing address and telephone number.
You further appoint Ladder as your authorized agent (in such capacity the “Registrar”) to maintain a book-entry system (the “Register”) identifying the owners of such Promissory Note and the owners’ addresses and payment instructions. The person or persons identified as owners of such Promissory Note in the Register shall be deemed to be the owner(s) of the Promissory Note for purposes of receiving payment of principal and interest on such Promissory Note and for all other purposes. Any transfer of such Promissory Note shall be effective only upon being recorded in the Register. The Registrar may retain the services of another party to fulfill its duties as Note Registrar. The Registrar’s recordkeeping obligations will be unaffected by any transfers of the Promissory Note.
The Military Lending Act provides specific protections for active duty service members and their dependents in consumer credit transactions. This Section includes information on the protections provided to covered borrowers as defined in the Military Lending Act.
Federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36 percent. This rate must include, as applicable to the credit transaction or account: The costs associated with credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fee charged (other than certain participation fees for a credit card account).
The following sections of this Agreement and the Promissory Note shall not be applicable to, and shall not be enforceable against, a covered borrower as defined in the Military Lending Act: Section 20 of this Agreement and Section K of the Promissory Note.
Please email [email protected] for a phone number to obtain oral disclosures, including the statement of MAPR and the payment schedule applicable to your loan, required under the Military Lending Act.
Please see the attached Promissory Note for additional important state notices.
You may not assign, transfer, sublicense or otherwise delegate your rights under this Agreement to another person without Ladder’s prior written consent. Ladder may assign this Agreement at any time without your permission, unless prohibited by applicable law. Any such assignment, transfer, sublicense or delegation in violation of this Section 26 shall be null and void. This Agreement shall be governed by federal law and, to the extent that state law applies, the laws of the State of Delaware. Any waiver of a breach of any provision of this Agreement will not be a waiver of any other breach. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition. If any part of this Agreement is determined to be invalid or unenforceable under applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect. There are no third-party beneficiaries to this Agreement.
Please review the Promissory Note.